Key Takeaways

  • Dissolving an LLC in Wisconsin requires a formal resolution, filing Articles of Dissolution (Form 510), and settling debts and obligations.
  • Wisconsin allows both voluntary dissolution (initiated by members) and administrative dissolution (if the LLC fails compliance).
  • Articles of Dissolution can be filed by mail, in person, or expedited with an additional fee.
  • After dissolution, businesses must close accounts, cancel permits, notify tax agencies, and distribute remaining assets.
  • Failure to follow the correct steps can expose members to liability or delay final closure.

How to Dissolve an LLC in Wisconsin

If you want to learn how to dissolve an LLC in Wisconsin, you’ll have to be mindful of the steps necessary in order to properly dissolve your Wisconsin LLC. An LLC, also referred to as a Limited Liability Company, is formed by filing the Articles of Organization with the Wisconsin Department of Financial Institutions.

Understanding Types of LLC Dissolution

In Wisconsin, there are two primary ways an LLC may be dissolved:

  • Voluntary Dissolution – This occurs when LLC members vote or provide unanimous written consent to close the business. The process must follow the procedures outlined in the operating agreement or state law.
  • Involuntary (Administrative) Dissolution – If the LLC fails to meet state compliance requirements such as filing annual reports or paying fees, the Wisconsin Department of Financial Institutions (DFI) can dissolve it administratively.

Understanding whether your dissolution is voluntary or administrative is essential, as voluntary dissolution allows members to control the process, while administrative dissolution can complicate reinstatement and future liability.

What to Do Before you Dissolve Your LLC

Before you can begin the process of dissolving your LLC, you need to do the following:

• Have a meeting with all members of the LLC, and record a resolution to dissolve the Wisconsin LLC

• File all necessary annual reports with the Wisconsin Department of Financial Institutions

• Resolve any outstanding debts of the LLC

• Pay all taxes and additional administrative fees that are owed

You should also look at the operating agreement (if you have one) for identifying any other requirements prior to dissolving your LLC. There might be a section in the operating agreement that was previously drafted regarding the process of dissolving your LLC. You’ll also need to follow rules regarding voting and giving advanced notice to all members that the LLC is going to be dissolved.

The State of Wisconsin, particularly the Wisconsin LLC Act, allows members to dissolve an LLC by providing written consent of all LLC members, regardless of whether or not the articles of organization or operating agreement maintain provisions for dissolution.

Notifying Creditors and Tax Agencies

Before filing dissolution paperwork, Wisconsin LLCs should notify creditors, vendors, and customers of the closure. This ensures outstanding obligations are settled and helps prevent future claims. In addition, notify:

  • Wisconsin Department of Revenue (DOR) to file a final state tax return.
  • Wisconsin Department of Workforce Development if your LLC had employees, to resolve payroll taxes and unemployment contributions.
  • IRS for federal tax closure, including final Form 1065 (for multi-member LLCs) or Schedule C (for single-member LLCs).

Failing to resolve these obligations could leave members personally responsible for debts or penalties.

Form 510-Articles of Dissolution

LLCs must submit Form 510 – Articles of Dissolution to the Department of Financial Institutions – Division of Corporate and Consumer Services in person, by mail, or by commercial delivery. Specific information will need to be included in the articles of dissolution, including the LLC name, the filing date of the articles of organization, the reason for dissolution, and the effective date of the dissolution (if applicable). If you choose to provide a delayed dissolution date when you submit your articles of dissolution, note that you can only delay the dissolution up to 90 days.

After drafting this form, you will need to submit the original document, one copy, and the $20 processing fee to the above-mentioned department at P.O. Box 7846, Madison, WI 53707. It should take approximately five days to process. If you choose to have your dissolution request expedited, you can submit your document to 345 W. Washington Avenue, 3rd Floor, Madison, WI 53703 with a $25 expedited request fee. For expedited services, it should take approximately one business day to process your request.

Keep in mind that if your LLC is not in good standing, then you cannot dissolve your LLC. Also note that immediately after you dissolve your LLC, another company can begin using your name (some states require that the business be dissolved for a certain number of years before another entity can begin using that name).

Filing Options and Fees

When filing Articles of Dissolution (Form 510):

  • Standard Filing: $20 fee; processing takes about 5 business days.
  • Expedited Filing: $25 additional fee; processed within 1 business day if delivered in person to the DFI office.
  • Mail vs. Online: While paper filing is common, many business owners now choose online submission through the Wisconsin DFI’s online portal for faster confirmation.

Make sure the form includes accurate details about the LLC, such as name, formation date, and effective dissolution date. Errors may delay approval.

Administrative Dissolution

Your LLC could be administratively dissolved if you fail to comply with local and state laws. For example, if you fail to pay certain required fees or supply annual statements that might be necessary, your LLC could be dissolved involuntarily. If this is the case, then the Department of Financial Institutions will send you a letter indicating as such, giving you 60 days to be up-to-date in your filings and fees. If, however, you fail to do this, then your business will be dissolved. Once your business is dissolved, another entity can use your name. Therefore, you lose immediate rights to your business name. If you have any questions regarding the status of your entity, you can always contact the Wisconsin Department of Financial Institutions at (608) 261-7577.

If you want to attempt to reinstate your delinquent LLC that was administratively dissolved, you will need to pay delinquent annual report fees along with a $100 application fee.

Reinstating a Wisconsin LLC After Dissolution

If your Wisconsin LLC is administratively dissolved, you may still apply for reinstatement. To do so, you must:

  1. File delinquent annual reports.
  2. Pay all outstanding fees and penalties.
  3. Submit an Application for Reinstatement along with a $100 reinstatement fee.

Once approved, your LLC regains good standing and legal recognition. However, another business may have already claimed your LLC name during the inactive period, requiring a name change upon reinstatement.

What to Do After You Dissolve Your LLC

After you successfully submit your dissolution form, you are not yet finished. You will still need to do the following:

• Distribute remaining assets

• Close all business bank accounts and credit cards

• Cancel local business licenses and permits

• File Form 966 with the IRS

• Cancel the IRS account associated with your Employer Identification Number (EIN)

Final Recordkeeping and Legal Compliance

After winding up, keep detailed records of dissolution for at least three years, including tax filings, creditor notifications, and asset distributions. Wisconsin law does not mandate a specific retention period, but maintaining documentation can protect against future disputes or audits.

It’s also recommended to:

  • Provide written notice to all known claimants, giving them a deadline for submitting claims.
  • Retain proof of cancellation of business licenses and permits.
  • Keep IRS confirmation of EIN closure.

Good recordkeeping demonstrates compliance and shields members from unnecessary liability.

Frequently Asked Questions

  1. How much does it cost to dissolve an LLC in Wisconsin?
    The standard filing fee is $20, with an additional $25 for expedited service.
  2. Can I dissolve my Wisconsin LLC online?
    Yes. The Wisconsin Department of Financial Institutions offers online submission for faster processing.
  3. What happens if I don’t dissolve my LLC properly?
    Unresolved debts, taxes, or reports may result in administrative dissolution and potential personal liability.
  4. Can I reinstate a dissolved LLC in Wisconsin?
    Yes, by filing delinquent reports, paying fees, and submitting a $100 reinstatement application.
  5. Do I need to notify creditors before dissolving?
    Yes. Notifying creditors and tax agencies is an important step to protect against future claims and ensure compliance.

If you need help dissolving your LLC in Wisconsin, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5-percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law, and average 14 years of legal experience, including work with, or on behalf of companies like Google, Menlo Ventures, and Airbnb.